
<PAGE>

[LMSI LOGO]  LEASE MANAGEMENT SERVICES, INC.

                           EQUIPMENT FINANCING AGREEMENT
                                  (Number 10809)

THIS EQUIPMENT FINANCING AGREEMENT NUMBER 10809 ("Agreement") is dated as of 
the date set forth at the foot hereof and is between LEASE MANAGEMENT 
SERVICES, INC., ("Secured Party") and INTUITIVE SURGICAL, INC., ("Debtor").

1.     EQUIPMENT; SECURITY INTEREST.  The terms and conditions of this 
Agreement cover each item of machinery, equipment and other property 
(individually an "Item" or "Item of Equipment" and collectively the 
"Equipment") described in a schedule now or hereafter executed by the parties 
hereto and made a part hereof (individually a "Schedule" and collectively the 
"Schedules"). Debtor hereby grants Secured Party a security interest in and 
to all Debtor's right, title and interest in and to the Equipment under the 
Uniform Commercial Code, such grant with respect to an Item of Equipment to 
be as of Debtor's execution of a related Equipment Financing Commitment 
referencing this Agreement or, if Debtor then has no interest in such Item, 
as of such subsequent time as Debtor acquires an interest in the Item. Such 
security interest is granted by Debtor to secure performance by Debtor of 
Debtor's obligations to Secured Party hereunder and under any other 
agreements under which Debtor has or may hereafter have obligations to 
Secured Party. Debtor will ensure that such security interest will be and 
remain a sole and valid first lien security interest subject only to the lien 
of current taxes and assessment not in default but only if such taxes are 
entitled to priority as a matter of law.

2.     DEBTOR'S OBLIGATIONS.  The obligations of Debtor under this Agreement 
respecting an Item of Equipment, except the obligation to pay installment 
payments with respect thereto which will commence as set forth in Paragraph 3 
below, commence upon the grant to Secured Party of a security interest in the 
Item. Debtor's obligations hereunder with respect to an Item of Equipment and 
Secured Party's security interest therein will continue until payment of all 
amounts due, and performance of all terms and conditions required hereunder 
provided, however, that if this Agreement is in default said obligations and 
security interest will continue during the continuance of said default. Upon 
termination of Secured Party's security interest in an Item of Equipment, 
Secured Party will execute such release of interest with respect thereto as 
Debtor reasonably requests.

3.     INSTALLMENT PAYMENTS AND OTHER PAYMENTS.  Debtor will repay advances 
Secured Party makes on account of the Equipment in installment payments in 
the amounts and at the times set forth in the Schedules, whether or not 
Secured Party has rendered an invoice therefor, at the office of Secured 
Party set forth at the foot hereof, or to such person and/or at such other 
place as Secured Party may from time to time designate by notice to Debtor. 
Any other amounts required to be paid Secured Party by Debtor hereunder are 
due upon Debtor's receipt of Secured Party's invoice therefor and will be 
payable as directed in the invoice. Payments under this Agreement may be 
applied to Debtor's then accrued obligations to Secured Party in such order 
as Secured Party may choose.

4.     NET AGREEMENT; NO OFFSET, SURVIVAL.  This Agreement is a net 
agreement, and Debtor will not be entitled to any abatement of installment 
payments or other payments due hereunder or any reduction thereof under any 
circumstance or for any reason whatsoever. Debtor hereby waives any and all 
existing and future claims, as offsets, against any installment payments or 
other payment due hereunder and agrees to pay the installment payments and 
other amounts due hereunder as and when due regardless of any offset or claim 
which may be asserted by Debtor or on its behalf. The obligations and 
liabilities of Debtor hereunder will survive the termination of the Agreement.

5.     FINANCING AGREEMENT.  THIS AGREEMENT IS SOLELY A FINANCING AGREEMENT.
DEBTOR ACKNOWLEDGES THAT THE EQUIPMENT HAS OR WILL HAVE BEEN SELECTED AND 
ACQUIRED SOLELY BY DEBTOR FOR DEBTOR'S PURPOSES, THAT SECURED PARTY IS NOT 
AND WILL NOT BE THE VENDOR OF ANY

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INTUITIVE SURGICAL, INC.
EQUIPMENT FINANCING AGREEMENT NUMBER 10809
PAGE 2 OF 8

EQUIPMENT AND THAT SECURED PARTY HAS NOT MADE AND WILL NOT MAKE ANY AGREEMENT, 
REPRESENTATION OR WARRANTY WITH RESPECT TO THE MERCHANTABILITY, CONDITION, 
QUALIFICATION OR FITNESS FOR A PARTICULAR PURPOSE OR VALUE OF THE EQUIPMENT 
OR ANY OTHER MATTER WITH RESPECT THERETO IN ANY RESPECT WHATSOEVER.

6.     NO AGENCY.  DEBTOR ACKNOWLEDGES THAT NO AGENT OF THE MANUFACTURER OR 
OTHER SUPPLIER OF AN ITEM OF EQUIPMENT OR OF ANY FINANCIAL INTERMEDIARY IN 
CONNECTION WITH THIS AGREEMENT IS AN AGENT OF SECURED PARTY. SECURED PARTY IS 
NOT BOUND BY A REPRESENTATION OF ANY SUCH PARTY AND, AS CONTEMPLATED IN 
PARAGRAPH 27 BELOW, THE ENTIRE AGREEMENT OF SECURED PARTY AND DEBTOR 
CONCERNING THE FINANCING OF THE EQUIPMENT IS CONTAINED IN THIS AGREEMENT AS IT 
MAY BE AMENDED ONLY AS PROVIDED IN THAT PARAGRAPH.

7.     ACCEPTANCE.  Execution by Debtor and Secured Party of a Schedule 
covering the Equipment or any Items thereof will conclusively establish that 
such Equipment has been included under and will be subject to all the terms
and conditions of this Agreement. If Debtor has not furnished Secured Party 
with an executed Schedule by the earlier of fourteen (14) days after receipt 
thereof or expiration of the commitment period set forth in the applicable 
Equipment Financing Agreement, Secured Party may terminate its obligation to 
advance funds as to the applicable Equipment.

8.     LOCATION; INSPECTION; USE.  Debtor will keep, or in the case of motor 
vehicles, permanently garage and not remove from the United States, as 
appropriate, each Item of Equipment in Debtor's possession and control at the 
Equipment Location designated in the applicable Schedule, or at such other 
location to which such Item may have been moved with the prior written 
consent of Secured Party. Whenever requested by Secured Party, Debtor will 
advise Secured Party as to the exact location of an Item of Equipment. Secured
Party will have the right to inspect the Equipment and observe its use during 
normal business hours, subject to Debtor's security procedures and to enter 
into and upon the premises where the Equipment may be located for such 
purpose. The Equipment will at all times be used solely for commercial or 
business purposes and operated in a careful and proper manner and in 
compliance with all applicable laws, ordinances, rules and regulations, all 
conditions and requirements of the policy or policies of insurance required 
to be carried by Debtor under the terms of this Agreement and all 
manufacturer's instructions and warranty requirements. Any modifications or 
additions to the Equipment required by any such governmental edict or 
insurance policy will be promptly made by Debtor.

9.    ALTERATIONS; SECURITY INTEREST COVERAGE.  Without the prior written 
consent of Secured Party, Debtor will not make any alterations, additions or 
improvements to any Item of Equipment which detract form its economic value 
or functional utility, except as may be required pursuant to Paragraph 8 
above. Secured Party's security interest in the Equipment will include all 
modifications and additions thereto and replacements and substitutions 
therefor, in whole or in part. Such reference to replacements and 
substitutions will not grant Debtor greater rights to replace or substitute 
than are provided in Paragraph 11 below or as may be allowed upon the prior 
written consent of Secured Party.

10.    MAINTENANCE.  Debtor will maintain the Equipment in good repair, 
condition and working order. Debtor will also cause each Item of Equipment 
for which a service contract is generally available to be covered by such a 
contract which provides coverages typical to property of the type involved 
and is issued by a competent servicing entity.

11.    LOSS AND DAMAGE; CASUALTY VALUE.  In the event of the loss of, theft 
of, requisition of, damage to or destruction of an Item of Equipment 
("Casualty Occurrence"), Debtor will give Secured Party prompt notice 
thereof and will thereafter place such Item in good repair,

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INTUITIVE SURGICAL, INC.
EQUIPMENT FINANCING AGREEMENT NUMBER 10809
PAGE 3 OF 8

condition and working order, provided, however, that if such Item is 
determined by Secured Party to be lost, stolen, destroyed or damaged beyond 
repair, is requisitioned or suffers a constructive total loss as defined in 
any applicable insurance policy carried by Debtor in accordance with 
Paragraph 14 below, Debtor, at Secured Party's option, will (a) replace such 
Item with like Equipment in good repair, condition and working order 
whereupon such replacement equipment will be deemed such Item for all 
purposes hereof or (b) pay Secured Party the "Casualty Value" of such Item 
which will equal the total of (i) all installment payments and other amounts 
due from Debtor to Secured Party at the time of such payment and (ii) future 
installment payments due with respect to such Item with each such payment 
including any final uneven payment discounted at a rate equal to the discount 
rate of the Federal Reserve Bank of San Francisco from the date due to the 
date of such payment.

Upon such replacement or payment, as appropriate, this Agreement and Secured 
Party's security interest will terminate with, and only with, respect to the  
Item of Equipment so replaced or as to which such payment is made in 
accordance with Paragraph 2 above.

12.    TITLING; REGISTRATION.  Each item of Equipment subject to title 
registration laws will at all times be titled and/or registered by Debtor as 
Secured Party's agent and attorney-in-fact with full power and authority to 
register (but without power to affect title to) the Equipment in such manner 
and in such jurisdiction or jurisdictions as Secured Party directs. Debtor 
will promptly notify Secured Party of any necessary or advisable retitling 
and/or registration of an Item of Equipment in a jurisdiction other than 
the one in which such Item is then titled and/or registered. Any and all 
documents of title will be furnished or caused to be furnished Secured Party 
by Debtor within sixty (60) days of the date any titling or registering or 
restating or deregistering, as appropriate, is directed by Secured Party.

13.    TAXES.  Debtor will make all filings as to and pay when due all 
personal property and other ad valorem taxes and all other taxes, fees, 
charges and assessments based on the ownership or use of the Equipment and 
will pay as directed by Secured Party or reimburse Secured Party for all 
other taxes, including, but not limited to, gross receipt taxes (exclusive of 
federal and state taxes based on Secured Party's net income, unless such net 
income taxes are in substitution for or relieve Debtor from any taxes which 
Debtor would otherwise be obligated to pay under the terms of this Paragraph 
13), fees, charges and assessments whatsoever, however designated, whether 
based on the installment payments or other amounts due hereunder, levied, 
assessed or imposed upon the Equipment or otherwise related hereto or to the 
Equipment, now or hereafter levied, assessed or imposed under the authority 
of a federal, state, or local taxing jurisdiction, regardless of when and by 
whom payable. Filings with respect to such other amounts will, at Secured 
Party's option, be made by Secured Party or by Debtor as directed by Secured 
Party.

14.    INSURANCE.  Debtor will procure and continuously maintain all risk 
insurance against loss or damage to the Equipment from any cause whatsoever 
for not less than the full replacement value thereof naming Secured Party as 
Loss Payee. Such insurance must be in a form and with companies approved by 
Secured Party, must provide at least thirty (30) days advance written notice 
to Secured Party of cancellation, change or modification in any term, 
condition, or amount of protection provided therein, must provide full breach 
of warranty protection and must provide that the coverage is "primary 
coverage" (does not require contribution from any other applicable coverage). 
Debtor will provide Secured Party with an original policy or certificate 
evidencing such insurance. In the event of an assignment of this Agreement of 
which Debtor has notice, Debtor will cause such insurance to provide the same 
protection to the assignee as its interests may appear. The proceeds of such 
insurance, at the option of the Secured Party or such assignee, as 
appropriate, will be applied toward (a) repair or replacement of the 
appropriate Item or Items of Equipment, (b) payment of the Casualty Value 
thereof and/or (c) payment of, or as provision for, satisfaction of any other 
accrued obligations of Debtor hereunder. Debtor hereby appoints Secured Party 
as Debtor's attorney-in-fact with full power and authority to do all things, 
including, but not limited to, making claims, receiving payments and 
endorsing documents, checks or drafts, necessary to secure payments due under 
any policy contemplated hereby on account of a Casualty

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INTUITIVE SURGICAL, INC.
EQUIPMENT FINANCING AGREEMENT NUMBER 10809
PAGE 4 OF 8

Occurrence. Debtor and Secured Party contemplate that the jurisdictions where 
the Equipment will be located will not impose any liability upon Secured 
Party for personal injury and/or property damage resulting out of the 
possession, use, operation or condition of the Equipment. In the event 
Secured Party determines that such is not or may not be the case with respect 
to a given jurisdiction, Debtor will provide Secured Party with public 
liability and property damage coverage applicable to the Equipment in such 
amounts and in such form as Secured Party requires.

15.  SECURED PARTY'S PAYMENT. If Debtor fails to pay any amounts due 
hereunder or to perform any of its other obligations under this Agreement, 
Secured Party may, at its option, but without any obligation to do so, pay 
such amounts or perform such obligations, and Debtor will reimburse Secured 
Party the amount of such payment or cost of such performance, plus interest at 
1.5% per month.

16.  INDEMNITY. Debtor does hereby assume liability for and does agree to 
indemnify, defend, protect, save and keep harmless Secured Party from and 
against any and all liabilities, losses, damages, penalties, claims, actions, 
suits, costs, expenses and disbursements, including court costs and legal 
expenses, of whatever kind and nature, imposed on, incurred by or asserted 
against Secured Party (whether or not also indemnified against by any other 
person) in any way relating to or arising out of this Agreement or the 
manufacture, financing, ownership, delivery, possession, use, operation, 
condition or disposition of the Equipment by Secured Party or Debtor, 
including, without limitation, any claim alleging latent and other defects, 
whether or not discoverable by Secured Party or Debtor, and any other claim 
arising out of strict liability in tort, whether or not in either instance 
relating to an event occurring while Debtor remains obligated under this 
Agreement, and any claim for patent, trademark or copyright infringement. 
Debtor agrees to give Secured Party and Secured Party agrees to give Debtor 
notice of any claim or liability hereby indemnified against promptly 
following learning thereof.

17.  DEFAULT. Any of the following will constitute an event of default 
hereunder: (a) Debtor's failure to pay when due any installment payment or 
other amount due hereunder, which failure continues for ten (10) days after 
the due date thereof; (b) Debtor's default in performing any other 
obligation, term or condition of this Agreement or any other agreement 
between Debtor and Secured Party or default under any further agreement 
providing security for the performance by Debtor of its obligations hereunder 
provided such default has continued for more than twenty (20) days, except as 
provided in (c) and (d) hereinbelow, or, without limiting the generality of 
subparagraph (l) hereinbelow, default under any lease or any mortgage or 
other instrument contemplating the provision of financial accommodation 
applicable to the real property where an Item of Equipment is located; (c) 
any writ or order of attachment or execution or other legal process being 
levied on or charged against any Item of Equipment and not being released or 
satisfied within ten (10) days; (d) Debtor's failure to comply with its 
obligations under Paragraph 14 above or any transfer by Debtor in violation 
of Paragraph 21 below; (e) a non-appealable judgment for the payment of 
money in excess of $100,000 being rendered by a court of record against 
Debtor which Debtor does not discharge or make provision for discharge in 
accordance with the terms thereof within ninety (90) days from the date of 
entry thereof; (f) death or judicial declaration of incompetency of Debtor, 
if an individual; (g) the filing by Debtor of a petition under the Bankruptcy 
Code or any amendment thereto or under any other insolvency law or law 
providing for the relief of debtors, including, without limitation, a petition 
for reorganization, arrangement or extension, or the commission by Debtor of 
an act of bankruptcy; (h) the filing against Debtor of any such petition not 
dismissed or permanently stayed within thirty (30) days of the filing 
thereof; (i) the voluntary or involuntary making of an assignment of 
substantial portion of its assets by Debtor for the benefit of creditors, 
appointment of a receiver or trustee for Debtor or for any of Debtor's 
assets, institution by or against Debtor or any other type of insolvency 
proceeding (under the Bankruptcy Code or otherwise) or of any formal or 
informal proceeding for dissolution, liquidation, settlement of claims 
against or winding up of the affairs of Debtor, Debtor's cessation of 
business activities or the making by Debtor of a transfer of all or a 
material portion of Debtor's assets or inventory not in the ordinary course 
of business; (j) the occurrence of any event described in parts (e), (f), 
(g), (h) or (i) hereinabove with respect to any guarantor or

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INTUITIVE SURGICAL, INC.
EQUIPMENT FINANCING AGREEMENT NUMBER 10809
PAGE 5 OF 8

other party liable for payment or performance of this Agreement; (k) any 
certificate, statement, representation, warranty or audit heretofore or 
hereafter furnished with respect hereto by or on behalf of Debtor or any 
guarantor or other party liable for payment or performance of this Agreement 
proving to have been false in any material respect at the time as of which 
the facts therein set forth were stated or certified or having omitted any 
substantial contingent or unliquidated liability or claim against Debtor or 
any such guarantor or other party; (l) breach by Debtor of any lease or other 
agreement providing financial accommodation under which Debtor or its property 
is bound; or (m) a transfer of effective control of Debtor, if an 
organization.

18.  REMEDIES.  Upon the occurrence of an event of default, Secured Party 
will have the rights, options, duties and remedies of a Secured Party, and 
Debtor will have the rights and duties of a debtor, under the Uniform 
Commercial Code (regardless of whether such Code or a law similar thereto has 
been enacted in a jurisdiction wherein the rights or remedies are asserted) 
and, without limiting the foregoing, Secured Party may exercise any one or 
more of the following remedies:  (a) declare the Casualty Value or such 
lesser amount as may be set by law immediately due and payable with respect 
to any or all Items of Equipment without notice or demand to Debtor;  (b) sue 
from time to time for and recover all installment payments and other 
payments then accrued and which accrue during the pendency of such action 
with respect to any or all Items of Equipment;  (c) take possession of and, 
if deemed appropriate, render unusable any or all Items of Equipment, without 
demand or notice, wherever same may be located, without any court order or 
other process of law and without liability for any damages occasioned by such 
taking of possession and remove, keep and store the same or use and operate 
or lease the same until sold;  (d) require Debtor to assemble any or all 
Items of Equipment at the Equipment Location therefor, or at such location 
to which such Equipment may have been moved with the written consent of 
Secured Party or such other location in reasonable proximity to either of the 
foregoing as Secured Party designates;  (e) upon ten (10) days notice to 
Debtor or such other notice as may be required by law, sell or otherwise 
dispose of any Item of Equipment, whether or not in Secured Party's 
possession, in a commercially reasonable manner at public or private sale at 
any place deemed appropriate and apply the new proceeds of such sale, after 
deducting all costs of such sale, including, but not limited to, costs of 
transportation, repossession, storage, refurbishing, advertising and brokers' 
fees, to the obligations of Debtor to Secured Party hereunder or otherwise, 
with Debtor remaining liable for any deficiency and with any excess being 
returned to Debtor;  (f) upon thirty (30) days notice to Debtor, retain any 
repossessed or assembled Items of Equipment as Secured Party's own property 
in full satisfaction of Debtor's liability for the installment payments due 
hereunder with respect thereto, provided that Debtor will have the right to 
redeem such Items by payment in full of its obligations to Secured Party 
hereunder or otherwise or to require Secured Party to sell or otherwise 
dispose of such Items in the manner set forth in subparagraph (e) hereinabove 
upon notice to Secured Party within such thirty (30) day period; or (g) 
utilize any other remedy available to Secured Party under the Uniform 
Commercial Code or similar provision of law or otherwise at law or in equity.

No right or remedy conferred herein is exclusive of any other right or remedy 
conferred herein or by law; but all such remedies are cumulative of every 
other right or remedy conferred hereunder or at law or in equity, by statute 
or otherwise, and may be exercised concurrently or separately from time to 
time.  Any sale contemplated by subparagraph (e) of this Paragraph 18 may be 
adjourned from time to time by announcement at the time and place appointed 
for such sale, or for any such adjourned sale, without further published 
notice, Secured Party may bid and become the purchaser at any such sale.  Any 
sale of an Item of Equipment, whether under said subparagraph or by virtue of 
judicial proceedings, will operate to divest all right, title, interest, 
claim and demand whatsoever; either at law or in equity, of Debtor in and to 
said item and will be a perpetual bar to any claim against such Item, both at 
law and in equity, against Debtor and all persons claiming by, through or 
under Debtor.

19.  DISCONTINUANCE OF REMEDIES.  If Secured Party proceeds to enforce any 
right under this Agreement and such proceedings are discontinued or abandoned 
for any reason or are 

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INTUITIVE SURGICAL, INC.
EQUIPMENT FINANCING AGREEMENT NUMBER 10809
PAGE 6 OF 8

determined adversely, then and in every such case Debtor and Secured Party 
will be restored to their former positions and rights hereunder.

20.  SECURED PARTY'S EXPENSES.  Debtor will pay Secured Party all costs and 
expenses, including attorney's fees and court costs and sales costs not 
offset against sales proceeds under Paragraph 18 above, incurred by Secured 
Party in exercising any of its rights or remedies hereunder or enforcing any 
of the terms, conditions or provisions hereof.  This obligation includes the 
payment or reimbursement of all such amounts whether an action is ultimately 
filed and whether an action is ultimately dismissed.

21.  ASSIGNMENT.  Without the prior written consent of Secured Party, Debtor 
will not sell, lease, pledge or hypothecate, except as provided in this 
Agreement, any Item of Equipment or any interest therein or assign, transfer, 
pledge, or hypothecate this Agreement or any interest in this Agreement or 
permit the Equipment to be subject to any lien, charge or encumbrance of any 
nature except the security interest of Secured Party contemplated hereby.  
Debtor's interest herein is not assignable and will not be assigned or 
transferred by operation of law.  Consent to any of the foregoing prohibited 
acts applies only in the given instance and is not a consent to any 
subsequent like act by Debtor or any other person.

All rights of Secured Party hereunder may be assigned, pledged, mortgaged, 
transferred or otherwise disposed of, either in whole or in part, without 
notice to Debtor but always, however, subject to the rights of Debtor under 
this Agreement.  If Debtor is given notice of any such assignment, Debtor 
will acknowledge receipt thereof in writing.  In the event Secured Party 
assigns this Agreement or the installment payments due or to become due 
hereunder or any other interest herein, whether as security for any of its 
indebtedness or otherwise, no breach or default by Secured Party hereunder or 
pursuant to any other agreement between Secured Party and Debtor, should 
there be one, will excuse performance by Debtor of any provision hereof, it 
being understood that in the event of such default or breach by Secured Party 
that Debtor will pursue any rights on account thereof solely against Secured 
Party.  No such assignee, unless such assignee agrees in writing, will be 
obligated to perform any duty, covenant or condition required to be performed 
by Secured Party in connection with this Agreement. 

Subject always to the foregoing, this Agreement inures to the benefit of, and 
is binding upon, the heirs, legatees, personal representative, successors and 
assigns of the parties hereto.

22.  MARKINGS; PERSONAL PROPERTY. If Secured Party supplies Debtor with 
labels, plates, decals or other markings stating that Secured Party has an 
interest in the Equipment, Debtor will affix and keep the same prominently 
displayed on the Equipment or will otherwise mark the Equipment or its then 
location or locations, as appropriate, at Secured Party's request to indicate 
Secured Party's security interest in the Equipment. The Equipment is, and at 
all times will remain, personal property notwithstanding that the Equipment 
or any Item thereof may now be, or hereafter become, in any manner affixed or 
attached to, or embedded in, or permanently resting upon real property or any 
improvement thereof or attached in any manner to what is permanent as by 
means of cement, plaster, nails, bolts, screws or otherwise. If requested by 
Secured Party, Debtor will obtain and deliver to Secured Party waivers of 
interest or liens in recordable form satisfactory to Secured Party from all 
persons claiming any interest in the real property on which an Item of 
Equipment is or is to be installed or located.

23.  LATE CHARGES. Time is of the essence in this Agreement and if any 
Installment Payment is not paid within ten (10) days after the due date 
thereof, Secured Party shall have the right to add and collect, and Debtor 
agrees to pay: (a) a late charge on and in addition to, such Installment 
Payment equal to five percent (5%) of such Installment Payment or a lesser 
amount if established by any state or federal statute applicable thereto, and 
(b) interest on such Installment Payment from thirty (30) days after the due 
date until paid at the highest contract rate enforceable against Debtor under 
applicable law but never to exceed eighteen percent (18%) per annum.

<PAGE>

INTUITIVE SURGICAL, INC.
EQUIPMENT FINANCING AGREEMENT NUMBER 10809
PAGE 7 OF 8

24.  NON-WAIVER.  No covenant or condition of this Agreement can be waived 
except by the written consent of Secured Party.  Forbearance or indulgence by 
Secured Party in regard to any breach hereunder will not constitute a waiver 
of the related covenant or condition to be performed by Debtor.

25.  ADDITIONAL DOCUMENTS.  In connection with and in order to perfect and 
evidence the security interest in the Equipment granted Secured Party 
hereunder Debtor will execute and deliver to Secured Party such financing 
statements and similar documents as Secured Party requests.  Debtor 
authorizes Secured Party where permitted by law to make filings of such 
financing statements without Debtor's signature.  Debtor further will furnish 
Secured Party (a) on a timely basis, Debtor's future financial statements, 
including Debtor's most recent annual report, balance sheet and income 
statement, prepared in accordance with generally accepted accounting 
principles, which reports, Debtor warrants, shall fully and fairly represent 
the true financial condition of Debtor (b) any other information normally 
provided by Debtor to the public and (c) such other financial data or 
information relative to this Agreement and the Equipment, including, without 
limitation, copies of vendor proposals and purchase orders and agreements, 
listings of serial numbers or other identification data and confirmations of 
such information, as Secured Party may from time to time reasonably request.  
Debtor will procure and/or execute, have executed, acknowledge, have 
acknowledged, deliver to Secured Party, record and file such other documents 
and showings as Secured Party deems necessary or desirable to protect its 
interest in and rights under this Agreement and interest in the Equipment.  
Debtor will pay as directed by Secured Party or reimburse Secured Party for 
all filing, search, title report, legal and other fees incurred by Secured 
Party in connection with any documents to be provided by Debtor pursuant to 
this Paragraph or Paragraph 22 and any further similar documents Secured 
Party may procure. 

26.  DEBTOR'S WARRANTIES.  Debtor certifies and warrants that the financial 
data and other information which Debtor has submitted, or will submit, to 
Secured Party in connection with this Agreement is, or will be at time of 
delivery, as appropriate, a true and complete statement of the matters 
therein contained.  Debtor further certifies and warrants:  (a) this 
Agreement has been duly authorized by Debtor and when executed and delivered 
by the person signing on behalf of Debtor below will constitute the legal, 
valid and binding obligation, contract and agreement of Debtor enforceable 
against Debtor in accordance with its respective terms;  (b) this Agreement 
and each and every showing provided by or on behalf of Debtor in connection 
herewith may be relied upon by Secured Party in accordance with the terms 
thereof notwithstanding the failure of Debtor or other applicable party to 
ensure proper attestation thereto, whether by absence of a seal or 
acknowledgement or otherwise;  (c) Debtor has the right, power and authority 
to grant a security interest in the Equipment to Secured Party for the uses 
and purposes herein set forth and  (d) each Item of Equipment will, at the 
time such Item becomes subject hereto, be in good repair, condition and 
working order.

27.  ADDITIONAL SECURITY.  As additional security to secure the performance 
of the Debtor's obligations under this Agreement and the Schedules hereto, 
Debtor grants to the Secured Party a security interest in all of its fixed 
assets, including, but not limited to, lab, test, computer and office 
equipment and modifications and additions thereto and replacements and 
substitutions therefor and the proceeds thereof including insurance proceeds, 
now owned or hereafter acquired between the date of this Agreement and the 
later of (a) January 31, 1998 or (b) the expiration of the funding period 
under the credit approval dated February 14, 1997 (collectively, the 
"Additional Equipment").

The Debtor shall have all of the obligations with respect to the Additional 
Equipment as it has with respect to the Equipment as set forth in this 
Agreement. 

28.  ENTIRE AGREEMENT.  This instrument with exhibits and related 
documentation constitutes the entire agreement between Secured Party and 
Debtor and will not be amended, altered or changed except by a written 
agreement signed by the parties.

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INTUITIVE SURGICAL, INC.
EQUIPMENT FINANCING AGREEMENT NUMBER 10809
PAGE 8 OF 8

29.  NOTICES.  Notices under this Agreement must be in writing and must be 
mailed by United States mail, certified mail with return receipt requested, 
duly addressed, with postage prepaid, to the party involved at its respective 
address set forth at the foot hereof or at such other address as each party 
may provide on notice to the other from time to time.  Notices will be 
effective when deposited.  Each party will promptly notify the other of any 
change in that party's address.

30.  GENDER, NUMBER:  JOINT AND SEVERAL LIABILITY.  Whenever the context of 
this Agreement requires, the neuter gender includes the feminine or masculine 
and the singular number includes the plural;  and whenever the words "Secured 
Party" are used herein, they include all assignees of Secured Party, it being 
understood that specific reference to "assignee" in Paragraph 14 above is for 
further emphasis.  If there is more than one Debtor named in this Agreement, 
the liability of each will be joint and several.

31.  TITLES.  The titles to the Paragraphs of this Agreement are solely for 
the convenience of the parties and are not an aid in the interpretation of 
the instrument.

32.  GOVERNING LAW; VENUE.  This Agreement will be governed by and construed 
in accordance with the laws of the State of California.  Venue for any action 
related to the Agreement will be in an appropriate court in San Mateo County, 
California, to which Debtor consents, or in another court selected by Secured 
Party which has jurisdiction over the parties.  In the event any provision 
hereof is declared invalid, such provision will be deemed severable from the 
remaining provisions of this Agreement, which will remain in full force and 
effect.

33.  TIME.  Time is of the essence of this Agreement and for each and all of 
its provisions.

In WITNESS WHEREOF, the undersigned have executed this Agreement as of
4/2, 1997.

DEBTOR:
INTUITIVE SURGICAL, INC.
1340 W. Middlefield Road
Mountain View, CA  94043

By:     /s/ W.H. Abbott
        _________________________________________

Title:  Consultant
        _________________________________________

SECURED PARTY:
LEASE MANAGEMENT SERVICES, INC.
2500 Sand HIll Road, Suite 101
Menlo Park, CA  94025

By:     /s/ Barbara B. Kaiser
        _________________________________________

Title:  EVP/General Manager
        _________________________________________

<PAGE>

           ADDENDUM TO EQUIPMENT FINANCING AGREEMENT NUMBER #10809
                                 BETWEEN
                       INTUITIVE SURGICAL, INC. ("DEBTOR")
                                   AND
               LEASE MANAGEMENT SERVICES, INC. ("SECURED PARTY")


    The printed form of Equipment Financing Agreement #10809 between the 
parties dated April 2, 1997 is amended as follows:


    1.  In Section 1, line 11 before the word "agreement" insert "equipment 
lease or equipment financing."

    2.  In Section 4, line 3, before "Debtor" insert  "To the extent not 
prohibited by law."

    3.  In Section 7, change "fourteen (14) days" to "thirty (30) days" in the 
second sentence.

    4.  In Section 8, line 5, after the first occurrence of "Secured Party." 
insert ", except that Secured Party's consent shall not be required when 
Debtor's principle place of business is relocated within the continental 
United States.  Debtor shall give Secured Party thirty (30) days advance 
written notice of Debtor's intent to relocate an Item of Equipment within the 
continental United States.  If Debtor is in default as defined in Section 17 
herein, Debtor may not relocate an Item of Equipment without the prior 
written consent of Secured Party, such consent shall not be unreasonably 
withheld."

    5.  In Section 8, line 6, before the second occurrence of "Secured Party." 
insert "Upon Prior reasonable notice,".

    6.  In Section 8, line 9, after "commercial" insert ",research and 
development."

    7.  In Section 10, line 2, after "also" insert "either."

    8.  At the end of Section 10, after "entity" insert "or provide 
comparable maintenance and repair services."

    9.  In Section 11, line 7, after the word "below" insert "Secured Party 
shall first consult with Debtor and then.", and in line 13, replace "the 
Federal Reserve Bank of San Francisco" with nine percent (9%)."

                                       1.


<PAGE>

     10.     Section 14, delete section in its entirety and replace with 
"14. INSURANCE  Debtor will procure and continuously maintain insurance against
loss (other than by reason of war, acts of God, riot, earthquake, flood or 
the like) or damage to the Equipment from any reasonable risk whatsoever for 
not less than the full replacement value thereof naming Secured Party as Loss 
Payee as its interest may appear. Such insurance must be in a form and with 
companies reasonably approved by Secured Party, must provide at least thirty 
(10) days advance written notice to Secured Party of cancellation, change or 
modification in any term, condition, or amount of protection provided 
therein, must provide full breach of warranty protection and must provide 
that the coverage is "primary coverage" (does not require contribution from 
any other applicable coverage). Debtor will provide Secured Party with an 
original policy or certificate evidencing such insurance. In the event of an 
assignment of this Agreement of which Debtor has notice, Debtor will cause 
such insurance to provide the same protection to the assignee as its interest 
may appear. The proceeds of such insurance, at the option of the Secured 
Party or such assignee (after consultation with Debtor), as appropriate, will 
be applied toward (a) repair or replacement of the appropriate Item or items 
of Equipment (b) payment of the Casualty Value thereof and/or (c) payment of, 
or as provision for, satisfaction of any other accrued obligations of Debtor 
hereunder. Debtor hereby appoints Secured Party as Debtor's attorney-in-fact 
will full power and authority, if an Event of Default has occurred and is 
continuing, to do all things, including, but not limited to, making claims, 
receiving payments and endorsing documents, checks or drafts, necessary to 
secure payments due under any policy contemplated hereby on account of a 
Casualty Occurrence. Debtor and Secured Party contemplate that the 
jurisdictions where the Equipment will be located will not impose any 
liability upon Secured Party for personal injury and/or property damage 
resulting out of the possession, use, operation or condition of the 
Equipment. In the event Secured Party determines that such is not or may not 
be the case with respect to a given jurisdiction, Debtor will provide Secured 
Party with public liability and property damage coverage applicable to the 
Equipment in such amounts and in such form as Secured Party reasonably 
requires, PROVIDED, HOWEVER, that public liability insurance with primary 
limits of $1,000,000 per occurrence with an excess policy of $2,000,000, 
shall be deemed to satisfy this requirement."

     11.     Section 15, at the beginning of the section insert "Subject to 
Section 23 below,".

     12.     Section 16, line 4, after the phrase "kind and nature" insert, 
", except any of the foregoing resulting from Secured Party's gross negligence 
or willful misconduct,".

     13.     In Section 17(h), change "thirty (30) days" to "sixty (60) days."

     14.     In Section 17(i), at the end of the clause insert ", except for 
the purposes of a change in Debtor's state of incorporation."

     15.     Section 17(k), at the end of the clause insert "in excess of 
$50,000 per item or in the aggregate."


                                      2.

<PAGE>

     16.     In Section 17(k), after the words "or having" insert "knowingly."

     17.     In Section 17(m), insert "subject to Section 21," at the 
beginning of the clause.

     18.     Section 17(l), delete the section and replace it with "breach, 
in excess of $50,000 per item or in the aggregate, by Debtor of any lease or 
other agreement providing financial accommodation under which Debtor or its 
property is bound, which breach is not cured or with respect to which no 
provision has been made to cure within twenty (20) days;".

     19.     Section 18, line 1, insert the following in front of the 
beginning of the first sentence of the section:  "Except as provided 
otherwise in this Agreement (as amended by this Addendum)."

     20.     In Section 18, (e) change "ten (10) days" to "fifteen (15) days."

     21.     In Section 18, second paragraph,  line 4, after "Any" insert 
"lawful."

     22.     In Section 19, line 2, delete "or are determined adversely."

     23.     Section 20, line 1, insert "reasonable" between "all" and "cost."

     24.     Section 20, line 2, "reasonable" between "including" and 
"attorney's."

     25.     Section 20, line 6, after "dismissed" insert ", provided that 
the cost and expenses were incurred in the good faith exercise of Secured 
Party's rights and remedies hereunder."

     26.     Section 21, line 4, after "Agreement" insert "(except in each 
such case, for purposes of changing Debtor's state of incorporation)."

     27.     Section 21, line 5, before "Debtor's" insert "Except as provided 
in the previous sentence."

     28.     Section 24, line 1, after "condition" insert "to be performed by 
Debtor."

     29.     Section 25, line 4, insert "reasonably" before "requests."

     30.     Section 25, line 17, insert "reasonable" between "report," and 
"legal" and between "other" and "fees."

     31.     Section 25(b), after "other" insert "financial."

     32.     Section 25, line 15, delete "or desirable."


                                      3.
<PAGE>


     33.     Section 25(c), delete the last sentence and replace it with 
"Debtor will pay as directed by Secured Party or reimburse Secured Party for 
all Uniform Commercial Code filings by Secured Party against Debtor and all 
search reports conducted with respect to the debtor."

     34.     Section 27 append after last sentence to first paragraph 
"Notwithstanding the foregoing, in no event shall Secured Party have any 
right or interests in any intellectual property incorporated, associated or 
related to the Additional Equipment."

     35.     Section 29, line 5, after "effective" replace "when" with "upon 
the earlier of receipt or three days after."

     36.     Section 32, line 4, after "Secured Party" insert", to which Debtor 
consents."

     IN WITNESS WHEREOF, the undersigned have executed this Addendum this 2nd 
day of April, 1997.

DEBTOR                                   SECURED PARTY:

INTUITIVE SURGICAL, INC.                 LEASE MANAGEMENT SERVICES, INC.

By:  /s/ W.H. Abbott                    By: /s/ Barbara B. Kaiser
   ----------------------------             -------------------------

Title:  Consultant                       Title:  EVP/GM
      -------------------------                ----------------------


                                      4.

<PAGE>
[LMSI LOGO] LEASE MANAGEMENT SERVICES, INC.


                                 ADDENDUM TO

                        EQUIPMENT FINANCING AGREEMENT

                                NUMBER 10809

                               BY AND BETWEEN

                     INTUITIVE SURGICAL, INC., AS DEBTOR

                                    AND

              LEASE MANAGEMENT SERVICES, INC., AS SECURED PARTY


INTUITIVE SURGICAL, INC., as Debtor, hereby acknowledges its responsibility 
to pay, and agrees to pay any taxes which may be due to the State of 
California or where applicable, for the collateral covered under the above 
referenced agreement.




DEBTOR:
INTUITIVE SURGICAL, INC.

By:    /s/ W.H. Abbott
       ------------------------

Title: Consultant
       ------------------------

Date:  4/2/97
       ------------------------

